QIHOO 360 TECHNOLOGY CO. LTD. 0.50% CONVERTIBLE SENIOR NOTES DUE 2020 (CUSIP No. US74734MAE93) NOTICE REGARDING REPURCHASE OF NOTES AT OPTION OF HOLDERS
Reference is made to that certain Indenture, dated as of August 6, 2014 (the “Indenture”) and Supplemental Indenture, dated as of July 15, 2016, by and between Beijing Qihu Keji Co. Ltd. (the “Company”) and Citicorp International Limited, as trustee (the “Trustee”), pursuant to which the Company issued its 0.50% Convertible Senior Notes due 2020 (CUSIP No. US74734MAE93) (the “Notes”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
Pursuant to Section 15.01 of the Indenture, Holders of the Notes may require the Company to repurchase for cash on August 15, 2017 (the “Repurchase Date”) all of such Holder’s Notes, or any portion thereof that is an integral multiple of US$1,000, subject to the terms and conditions of the Indenture.
Notice is hereby given to each Holder pursuant to Section 15.01 of the Indenture.
(i) The latest time on which a Holder may exercise the repurchase right pursuant to Article 15.01 of the Indenture is the close of business, New York City time, on August 10, 2017 (the “Repurchase Expiration Time”). For Holders who failed to provide a Repurchase Notice (as defined below) on or before the Repurchase Expiration Time, please contact the Company at q-zhengquan@#.
(ii) The repurchase price (the “Repurchase Price”) for the Notes shall be an amount in cash equal to 100% of the principal amount of the Notes to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Repurchase Date.
(iii) The name and address of the Paying Agent and the Conversion Agent are as follows: Citibank N.A. 480 Washington Boulevard, 30th Floor Jersey City, NJ 07310 United States of America Attention: Agency and Trust Conversion Unit Email : email@example.com
(iv) The Notes with respect to which a Repurchase Notice (as defined below) has been delivered by a Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of the Indenture.
(v) A Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time.
(vi) In accordance with Section 15.01 of the Indenture, to effect the repurchase of the Notes, the Holder thereof must: (A) deliver to the Paying Agent a duly completed notice (the “Repurchase Notice”) in compliance with the Depositary’s procedures for surrendering interests in Global Notes on or before the Repurchase Expiration Time; and (B) effect book-entry transfer of the Notes in compliance with the procedures of the Depositary, with such delivery being a condition to receipt by the Holder of the Repurchase Price therefor.
Any Holder delivering to the Paying Agent the Repurchase Notice contemplated by Section 15.01 of the Indenture shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the Repurchase Expiration Time by delivery of a written notice specifying: (A) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, and (B) the principal amount, if any, of the Notes that remain subject to the original Repurchase Notice, which portion must be in principal amounts of US$1,000 or an integral multiple of US$1,000. The notice to withdraw must comply with appropriate procedures of the Depositary.
The Repurchase Price for any Note in respect of which a Repurchase Notice has been validly given and not withdrawn will be paid as promptly as practicable, but no later than the later of the Repurchase Date and the time of book-entry transfer.
Holders of the Notes should refer to the Indenture for a complete description of repurchase procedures.